Fidelity Minerals Announces Loans from Lions Bay Capital Inc. and Closing of Shares for Debt Transaction

Executive Summary

• Fidelity Minerals settled approximately $436,975 of debt to Lions Bay Capital by issuing 3,361,344 common shares at a deemed price of $0.13 per share.
• The settlement shares were issued on November 19 2025 and are subject to a four‑month hold period expiring March 20 2026.
• The transaction is a related‑party financing exempt from minority‑shareholder approval under TSX Venture Exchange Policy 5.9 and MI 61‑101 because the fair market values involved do not exceed 25% of Fidelity’s market capitalization.

Key Details

• Debt Amount Settled: Approximately $436,975 owed to Lions Bay Capital Inc.
• Settlement Consideration: 3,361,344 common shares issued at a deemed price of $0.13 per share.
• Issuance Date: November 19 2025.
• Hold Period: Four months; expires March 20 2026.
• Related Party Status: Transaction with Lions Bay Capital (major shareholder) qualifies as a “related party transaction” under TSX Venture Exchange Policy 5.9 and MI 61‑101.
• Exemption Rationale: Neither the debt’s fair market value nor the shares’ fair market value exceeds 25 % of Fidelity’s market capitalization, thus exempt from minority approval and formal valuation requirements per subsections 5.5(a) and 5.7(1)(a).
• Promissory Note: Executed on November 18 2025; $436,975 unsecured, non‑interest bearing, payable on or before December 31 2025.
• Additional Related Obligation: Lions Bay is owed AUD 198,525 from Greensands Australia Pty Ltd., a 75 % owned subsidiary of Fidelity.

Notable Quotes

• “The debt settlement reflects continued support from our major shareholder and strengthens our balance sheet as we advance our flagship Las Huaquillas project.” – Ian Graham, Interim CEO and Director.